TBTD: The Rise of Nemesis
by Twilails
Summary: A few months after Vincent's defeat, a new threat arises to take on Tails and the team! But when he throws in a powerful new threat into the mix, things start looking bad for our heroes...Can they defeat both of them? KayleeXOC...Yay, new pairing!
1. Another Day, Another Nemesis

I've been waiting to get started on this story for a while, so now that the first story's finished, I can jump right into getti

I've been waiting to get started on this story for a while, so now that the first story's finished, I can jump right into getting it started! This time, Tails and the others face an intergalactic super villain as well as an encounter with the world's greatest swordsman! Get ready, 'cause you're in for an even wilder ride than last time!

Chapter One: Another Day, Another Nemesis

"Your evil shall never conquer our way of life! Die, vile beast, your future ends in a flash of cold steel!" the tall figure nearly reached out, catching the king's blade with his hand. "You talk too much!" he replied, wrenching it out of his hand before flipping it around and plunging it into his foe's heart. "Pathetic!" Nemesis spat, walking away. "It almost wasn't worth my time conquering this pitiful planet!"

The tall black cat strode through the debris of what was left of the kingdom's grand palace, heading back towards where his ship was hovering. He wore a form-fitting black leather suit with leather gloves and a long black cape. A crimson N was emblazoned on the chest of his costume as well as the backs of his gloves and his cape. He was pleased to see his robotic armies had already captured the rest of the people trying to oppose his conquest, and a transmitter activated from the top of his huge mothership, transmitting a pre-recorded message announcing his conquest. He boarded the ship as the last of the resistance was loaded into his prison ships by his cat-bots, flying back up to his orbiting base; a huge cybernetic castle with a built-in propulsion system, allowing him to effectively put his base into orbit around any planet he wished to conquer. He sighed as he entered his throne room, sinking into his large cybernetic throne.

"Is something wrong, my lord?" Mechanica asked, looking up from her latest mechanical creation as he entered.

"I wouldn't worry 'bout it, dad's always upset about something or the other!" Nemesis' daughter Vizika replied as she continued to play video games on one of the room's computer monitors. Mechanica ignored that comment, continuing to pursue the source of her master's distress. "What could possibly be bothering you, my liege? We've conquered another planet with the greatest of ease, just as always!"

"That's just the problem, Mechanica!" Nemesis replied. "Lately, I've always won much TOO easily! Most of the time, just the cat-bots are enough before anybody can even face ONE of us face-to-face! I mean, I've personally finished off a leader or two, but **I** came to THEM; no one has ever been able to get to the throne room to confront me themselves!

"My problem is that conquering this universe is just turning out to be so infuriatingly EASY!! I want a challenge, I want someone who's able to actually be a match for me! It would be so much more satisfying to conquer a planet that was on the verge of victory, to crush their final hope just as it looks like they're about to succeed! I'm willing to see just how close I can cut it to being defeated before I win!" Nemesis concluded.

"I think I may have just the opponents for you to consider, then!" a voice said as a mysterious figure suddenly appeared on the screen Vizika had been playing video games on, his face hidden in shadow.

"What…HEY! You lost my game! I was one room away from the next level you jerk!" Vizika shouted at the figure. She grumbled to herself as she unplugged her console and gathered up her controller and games as she stood up, leaving the room. Nemesis ignored her for a moment, intrigued by this stranger's offer as he stood up and walked over to the screen. "You have my interest…What planet are they from?" he asked.

"They hail from Earth…Surely you're familiar with it?" the figure asked.

"EARTH?! You waste my time, that insignificant planet isn't even WORTH conquering!" Nemesis spat.

"Oh, but these are no ordinary Earthlings! They are powerful Mobian heroes, each one with astonishing abilities! But I'm sure one hero in particular you will find most interesting!" the figure displayed a video clip on the screen, showing Vincent attacking Station Square with his robotic army.

"Surely that isn't Vincent?" Nemesis asked, recognizing him. He'd been friends with Vincent's villainous family in the past before he left on his quest of universal conquest. Vincent and Vizika had played together as kids back then, having their own dreams of becoming powerful villains. "Wow, he's really grown!"

"Indeed…As you can see, he was just as powerful as his father at his age!" the figure continued, showing Vincent fighting Shadow and the others. Indeed, as he watched him fight, it rather reminded him of how Vincent's father Victor had fought in their spars when they met in their freshman college year. Then he frowned as he realized what the figure had told him. "Wait, what do you mean he WAS as powerful as him?" he demanded.

"See for yourself!" the figure then showed him the final battle between Tails and Vincent, how he'd managed to defeat his super form, how he'd stolen his power, and then, the biggest insult of all, how he'd killed him.

"Who is that wretched boy?!" he demanded angrily.

"That's who I thought you might be interested in!" the figure replied. "His name is Miles Prower, though he prefers to call himself 'Tails'!" the figure replied. "He's quite the extraordinary individual; before he met Vincent, he relied on his weapons, but he was so determined that as a result, he now has cybernetic abilities as well as being as fast as his friend, Sonic! He's a mechanical genius who usually can find a way to defeat his opponents, even at the cost of his own life! I trust that he'll give more than enough of that challenge you wish for!"

"Hmm…I've decided!" Nemesis finally replied. "On second thought, I shall conquer Earth, and I shall destroy Tails and anyone else who gets in my way in the process!"

Tails landed on his feet, jumping over his opponent to avoid their next attack. _Man, she's really giving me a run for my money! _he thought as he jumped over another powerful wave attack that was sent his way. _All right, just keep focused, look for an opening in her attacks…THERE!! _Tails dashed forward, his fist glowing with silver cyber energy as he moved in for the attack…

"WHOOOAAA!!" Amy was sent flying back from Tails' attack, landing on her back a several feet away.

"You all right, Amy?" Tails asked as he sheathed his sword, going over to help her up.

"Yeah…But why do you have to be so powerful? I can't ever beat you!" Amy replied enviously.

"Yeah, but you've really been getting better ever since you started using magic yourself!" Tails replied. "With some more practice, you might even be able to beat me even if I AM using the five seals technique!" so saying, he brought up his magical defense again, having lowered it so Amy could use physical attacks to even the odds slightly.

"Well, at least I'll be more of a help for the next villain who attacks us!" Amy replied as she put her hammer away in wherever she kept it in her outfit (seriously, where DOES she keep that thing?!)

"Hey, come on, let me up, Twilight!" Twilight had already defeated Kaylee from where they'd also been training a short distance away. She was now sitting on Kaylee's back, pinning her down as she was reading a book.

"Hey, now I thought you were stronger than that!" Twilight teased her.

"Only because you disabled my strength spell!" Kaylee retorted, still trying to get her off her back. Twilight laughed before she suddenly paused, looking up at the sky. Tails noticed and looked over at her. "What's wrong?" he asked her.

"I've just detected a powerful mage that's recently arrived somewhere near here…Possibly Station Square…" Twilight replied. Among other things, Twilight had managed to use her powers to detect other magical energies as she'd developed them in the last few months. "I don't think whoever it is is very friendly, either!" she said.

"Well Amy, looks like you'll have your chance to prove yourself sooner than we thought!" Tails commented.

"Well, whoever they are, I'll be ready!" Amy replied, determined.

And so begins the second arc in this series, now Tails and the others have Nemesis to contend with! Stay tuned to see what happens, and be sure to review!


	2. The Techno Trio

In this chapter, Nemesis makes his presence known with a cat-bot attack before challenging Tails to take on his three top bots

In this chapter, Nemesis makes his presence known with a cat-bot attack before challenging Tails to take on his three top bots by himself! Enjoy!

Chapter Two: The Techno Trio

"Gravitational merging complete; successful orbit around Earth has been achieved!" the voice of Nemesis' central mainframe chimed as it completed bringing his base into Earth's gravitational force so it was put into orbit around it.

"Excellent!" Nemesis replied as he pressed a few buttons on the arm rest of his throne, causing several holographic computer screens to pop up before him. He used them to run a brief planetary scan for Tails' DNA pattern. His mysterious collaborator had somehow been able to send him a DNA sample with a pattern that was somehow similar, but not entirely identical to Tails' own DNA pattern.

"Target found," his computer announced a moment later.

"Use satellite imaging to give me a visual!" Nemesis commanded, and he soon had a visual of an overhead view of Tails and Twilight in Station Square. "Ah, here we go…But how should I get his attention?" he wondered. "The cat-bots won't hold back him or his friends for long, and it's probably too early to send in Mechanica or Vizika…That's it!" he stood up as he left the room, heading towards another part of the base near where he manufactured his cat-bots. He came to a room with three large glass tubes with three menacing figures floating in some kind of fluid, awaiting activation. "A higher level of AI, deadlier weapons, sinister, cut-throat personalities not unlike my own…These three should definitely be more of a challenge for my twin-tailed friend!"

--

"Okay, seriously, how do all these guys keep DOING this?!" Sonic asked as he slashed through several more cat-bots with his sword. "I mean, one minute, everything's fine and dandy, then the next, it's full-tilt mechanical warfare! I thought I'd seen the worst of it when Eggman kept doing it!"

"That hardly matters right now, Sonic, the important thing is…Whoa!" Tails jumped back as a cat-bot that had seemed to be down had suddenly lashed out at him, trying to sucker-punch him. "Careful guys, these things are SMART!" he warned. He'd just been enjoying the day, hanging around the city with Twilight when Nemesis' cat-bots had attacked them from nowhere! Fortunately, Sonic's apartment hadn't been too far from them at the time, so Sonic and Amy had managed to get there in no time to help them out.

"They may be smart, but we're smarter AND stronger!" Twilight put in as she slashed through several rows of cat-bots with light and dark energy from her swords.

"Well, at least it gives a chance to get in so more spell practice!" Amy replied as she continued swinging her magic-charged hammer, destroying cat-bots by the dozens. They soon reduced their numbers and soon only one remained.

"I've got this one, guys!" Tails said confidently as he rushed at it before there was a sudden flash and Tails suddenly found himself heading straight for a brick wall. "Whoa, I can't…" he crashed into it, not being able to slow down in time to avoid running into it. "Ugh…MAJOR headache!" he said, a little dazed as he got up, rubbing his head. "Someone must've slapped a short-range teleportation device on that bot!" he said as he realized he was in another part of the city.

"Correct…I had to find a way to get you away from your friends if I was going to have a chance to speak to you alone!" Tails turned, finding the cat-bot who'd teleported him there, its chest plate opened to reveal a screen with Nemesis on it.

"All right, let me guess…Shadow Fiend? Or maybe you'd prefer Dr. Darkness?" Tails asked him.

"For your information, it's NEMESIS!" Nemesis shot back angrily.

"Ooooh, NEMESIS, how ever could I have guessed?" Tails replied sarcastically.

"Laugh all you want, Miles, but I'll be the one laughing in the end!" Nemesis replied, immediately getting Tails' attention by using his real name.

"Wait, how the heck did you know…"

"That's not important right now, and it won't matter until I take over this pathetic planet anyway!" Nemesis told him. "Anyway, the thing is, I've been missing a little excitement in this whole 'take over the universe' thing, so I thought I'd come test you first, to see if you're as up to par as I've heard you are!"

"A test, huh? All right then, let's see what you've got!" Tails replied, ready for anything that Nemesis might throw at him. He managed to regain his composure, but the fact that Nemesis knew his real name still bothered him.

"Ah, but they're already there!" Nemesis replied. "I activated three of my greatest creations to take you on…And here they are!" Tails looked up as three cat-bots emerged from a nearby alleyway. However, these cat-bots were unique, each one having a different appearance; one of them was massive, standing well over seven feet and obviously designed for strength, another one with green spikes whose structure seemed to be packed with artillery of all sorts, and sleek cat-bot with a smooth build to break down on wind resistance, seemingly built for speed.

"Meet Crush, Giga, and Swift! These three are the crowning achievement of my cat-bot research, the Techno Trio! I'll take my leave for now, but I'm sure we'll meet again! Let's just see how well you fare against these three for now!" the cat-bot retracted the screen back into its chest, the chest plate sliding over it once more as it flew off with jets on its feet, leaving Tails with the Techno Trio.

"All right then, which one of each you is Larry, Curly, and Moe?" Tails asked as he drew his sword. He planned to try and take them out without taking a hit; though physical attacks didn't work on him while he used the five seals technique, he didn't want to make it obvious in case Nemesis didn't already know. His speed was most likely going to factor the most into the odds.

"Smartass punk!" Crush yelled at him in his mechanical voice, shaking a massive fist at him.

"Our opponent is a KID?! You've gotta be joking!" Giga put in. "You're wasting your time junior, so just pack up your little sword and go home! I bet you couldn't dodge even ONE of our attacks!"

"Let's see him dodge THIS!" Swift replied as he sped towards him, but Tails grabbed him, using his own momentum against him as he swung him around and threw him into Giga. "You want to a piece of me? Let's see you CATCH me, first!" Tails taunted as he sped off at full speed.

"All right then, the chase is on! Let's go, Formation 7!" Giga commanded as he jumped onto Crush's massive shoulders. Wheels popped up from under Crush's feet as his chest plate opened up and a cable connected him to Swift's back. Swift took off, speeding along with his partners in tow and they soon caught up as Giga's right arm changed into a blaster. "Eat plasma fire, Kid!" Tails swerved as he started blasting him as he saw a street light pole up ahead and stuck out his hand, grabbing it and using his momentum swing ninety degrees and head off down the new street as Swift repeated the maneuver.

"Wait, wait, Swift, STOP!!" Giga cried out as he turned; the momentum from running straight continued to carry them forward as the cable jerked Swift back. Crush toppled over on top of Giga as he was thrown off-balance from the jolt when Swift was jerked back. Tails ran back, grinning at them. "What's the problem? Can't keep up?" he asked. Crush got up and glared at him while Swift and Giga had gone off-line for the moment. Tails was swinging his sword in circles as he waited for his next move, and Crush watched the blade, actually seeming to get dizzy.

"Stop that, Speedy, you're making me dizzy!" he yelled at him as he brought down his fist, cracking the pavement as Tails jumped out of the way.

"Stop what? This?" Tails asked, spinning his sword even faster this time.

"Yes, cut it OUT!" he yelled as he swung his fist at him and he ducked under it.

"All right then, how about this?" Tails asked, starting to toss his sword from hand to hand, making him even dizzier as he watched the blade go back and forth. Tails then lashed out, suddenly slashing his right leg right out from under him, causing him to stumble and fall on his back as he lost his balance. "Tell your boss that he better bring his A-game, because he's in for more of a challenge than he can handle!" Tails told him as he sped off.

--

"Incredible!" Nemesis said to himself as he'd been watching the battle from the cat-bot's screen, as it had actually flown above them to relay the battle back to him. "He defeated them before they even got in a single hit…And he didn't even need his cyber magic!" he laughed, watching his new foe speed off. "My mysterious ally was right, this IS challenging! It'll just make it all the more satisfying for when I crush him AND his friends!"

The game is on between Tails and Nemesis! Who will be victorious? Stay tuned, because this battle's not over by a longshot!


	3. Attack of the Tentacle Tank

In this chapter, a mysterious newcomer is introduced, though he doesn't make his move yet, and Nemesis sends in Mechanica to sh

In this chapter, a mysterious newcomer is introduced, though he doesn't make his move yet, and Nemesis sends in Mechanica to show our heroes he means business!

Chapter Three: Attack of the Tentacle Tank

High up on a far-off ledge on the mountain near Mystic Ruins, a lone figure watched as Tails and Twilight were up in the Tornado, soaring through the air and through the clouds. He was a human of about sixteen years of age with spiky, jet black hair. He wore black jeans and a black tanktop, and sheathed on his back was a long katana that almost touched the ground while he was standing.

"This is the warrior I heard about? The one who allegedly defeated a cyber sorceror?" he asked himself as he watched Tails in his plane. "I expected more from someone with such an accomplishment to their name! He seems too innocent, too pure…He couldn't possibly stand a chance against my power…Still, I should wait until I've seen him in battle, then I'll challenge him when I am sure of his abilities!" he noticed that Tails had started to descend back down to his workshop, and looked down, disappearing as he teleported down to a ledge near the workshop. He watched with interest as Sonic soon sped up to the building, seeming to be telling Tails, Twilight, and Kaylee about something before they then went off together. It seemed they were headed for Station Square for another mission; the perfect opportunity to see Tails in action! The boy followed behind them, keeping his distance as he ran to encounter Tails' expertise first-hand.

--

"Is this all the resistance this pathetic city has to offer?" Mechanica asked herself as she swept away more of G.U.N.'s tanks with a mere flick of her vehicles tentacles. She was rolling through downtown in a strange vehicle. Her transport seemed to be a large dome of plexiglass set upon a set of tank treads with about fifty or so titanium tentacles protruding from a metal band under her dome-like cockpit. Mechanica herself was a tall golden tabby in her early thirties who wore a sleek silver lab suit with a golden N emblazoned on her chest.

"I'll show YOU resistance, Octopussy!" Sonic declared as he sped towards the tank, quickly swerving through the lashing tentacles as he jumped up and tried to slash through the dome. His sword managed to pierce through it, but then got stuck in the thick material as Mechanica grabbed him with one of her tentacles, hurling him across the street.

"Wow, you show sured me!" Mechanica said sarcastically before Tails suddenly came in and hit the tank with several exploding arrows, driving it back a few feet.

"Death from above!" Kaylee cried as she jumped above the tank and fell onto it to attempt to shatter the plexiglass with her staff, but one of the tentacles slammed into her and slammed her against the ground. More tentacles joined it to keep her pinned down, and for all her strength, she couldn't break free.

"Cyber Slash!" fortunately, Tails had seen Kaylee get pinned down and ran forward, slashing right through the tentacles holding her with a magic-reinforced blade. With the tentacles deactivated, Kaylee was able to free herself from their metallic grip. "Thanks, Tails, I thought those things were gonna crush me!" she said gratefully.

"Don't thank me yet, we still have to find a way to destroy this thing!" Tails replied.

"Keep going, Twilight, I just need one clear shot at her!" Twilight was carrying Amy as she flew through the air, swerving around the tentacles before she was able to set her down next to the lethal vehicle. "All right, now it's MY turn! Seismic Smash!" Amy swung her hammer as she cast the spell on it, smashing it with the force of a boulder at 150 MPH and sending the whole thing flying up into the air.

"All right, Twilight, let's finish her off!" Tails said as he ran up the side of a building and sprang off, using his tails to propel himself towards the air-borne tank.

"Right!" Twilight agreed as she unfurled her wings and flew towards it from the other side.

"Cyber Spear!"

"Twilight Beam!" their two attacks combined as they struck the tank's treads, causing an explosion that destroyed the treads and disconnected the cockpit from the tentacles as the dome landed a few feet away, Mechanica still inside it.

"You've won this round, but don't think this is over, we're just getting started with this campaign!" she spat at them before using some sort of device to teleport away.

"Not like it matters much anyway!" Sonic replied as she fled. "Together, we're unstoppable!"

--

"Hmmph, teamwork, a meaningless effort!" the boy who'd been watching before stood hidden in the shadows near where the battle took place. "The only true strength comes from what you can accomplish alone! I should've known he couldn't have defeated Vincent on his own! Perhaps it's time I gave Nemesis a hand…After all, nobody has been able to defeat my blade!" with that he teleported, disappearing without a trace.

And now we have a mysterious newcomer thrown into the mix! What does he have in store for our heroes? Review and find out!


	4. Intervention

Sorry I haven't updated in a while, but I've had trouble thinking of the most effective way to introduce the next two characters in the same chapter…That and you didn't review my last chapter…You make me all sad! DX Anyway, enjoy, and be sure to review this time!

Chapter Four: Intervention

"She works at the Station Square Gazette?! Huh, never thought someone with such a violent temper would be in the news industry!" Vizika commented as she looked up at the newspaper building before her, where Amy worked as a journalist. She was about sixteen with black fur much like her father's as well as long silver hair. She wore a pair of black bondage jeans with several belts, as well as a tight black t-shirt with a crimson N. A long whip was coiled at her side, and two swords were sheathed on her back.

Nemesis had sent her after Amy, considering her as their enemy's weakest link, as a last effort to slip them up before he got serious with his attempts. Vizika had been second only to her father, possessing his shadow abilities as well as a limited degree of his energy-absorbing power. Because of this, it seemed that it would be an easy victory over Amy to both her and her father.

"Well, let's get this show on the road!" she said to herself as she uncoiled her whip. She scanned the side of the building, soon finding a flagpole she could reach with her whip. She swung it up at the flagpole, the end of it wrapping around it a few times before she swung up on top of it. The floor Amy worked on was a few floors above her, but she could easily scale up to it using her natural cat ability. However, that was when her subtle approach ended as she suddenly crashed in feet first through the closed window, lashing out and knocking a computer monitor off a desk with her whip. The startled occupant of the desk quickly pushed his swivel chair back as it crashed on the floor, fizzling and sparking. The room was soon in a panic as people started scrambling to get away as she walked past them. When she found Amy's desk, however, nobody was there!

"What the…"

"Take THIS!!!" she was suddenly knocked away as Amy smashed her with her hammer, sending her tumbling away. She'd seen her coming, so she'd managed to grab her hammer and sneak up behind her to attack her with her hammer. They'd clearly understimated her; while she WAS rather reckless in battle while she was angry, she could also strategize instead of always just rushing to take them on head-on.

"So you ARE a good fighter…Guess that blow to Mechanica's tank wasn't just a lucky shot after all!" Vizika remarked as she got back up on her feet. She coiled her whip again, instead unsheathing her swords. "Guess I should get serious now!"

"Okay then, I'll start!" magical energy surrounded Amy's hammer as she suddenly shoved the top of its head into Vizika's stomach, transferring the energy to her as she flew across the room and through the wall with a large explosion due to the energy Amy had charged her with. Amy ran over to the large resulting hole in the wall, suddenly realizing her boss would probably make her pay for the damage. She shrugged; she'd worry about that later! "Here I come!" she shouted as she leapt out after her. She hit the ground running, bringing her hammer back as she rushed at Vizika, who was just getting up again.

"That's quite enough!" before Amy could hit Vizika, her hammer was suddenly blocked by a long katana with five symbols imprinted along its blade.

"Huh?" Amy looked up to see the boy who'd been watching the battle and Tails a few days before. "Who're YOU?!" she demanded.

"My name is Caleb, and I'm afraid I can't let you and your friends succeed!" he said simply as they broke apart, holding his blade in front of him with the sharpened edge facing her. "You might as well give up, you don't have a chance against me!"

"Oh yeah?! Why don't you prove it?" Amy replied as she swung her hammer at him, but he deflected it with a powerful slash, his arm snapping out to the side as the sword's blade knocked the hammer out of her hand, sending it flying. "Rapid Slash: Eight Blades!" Caleb suddenly slashed at her rapidly, delivering exactly eight slashes in about three seconds. He then followed up by spinning and nailing her in the stomach with a powerful kick, knocking her several feet away.

"Whoa, I like your style!" Vizika commented. "I guess you're with us, then, huh?"

"For this particular campaign, yes," Caleb replied. "But after this is over, I still have my own matters to attend to!" Caleb replied. Amy groaned as she shakily got up. "H-How did you do that?!" she asked.

"Because, I'm the world's greatest swordsman, and no one has the power to defeat me!" he replied. "We'll be in touch," he added to Vizika before teleporting away, vanishing into thin air.

"Well, it's been real…I'll deal with you, later, bitch!" Vizika told Amy cruelly before phasing into the ground in a shadowy portal. Amy clutched her chest where Caleb had slashed her, trying to keep more blood from spilling out. "I…Must get…Sonic…" she said weakly as she staggered off into the city in search of her husband.

And so, an even MORE formidable opponent stands in the way of our heroes! Can they find out how to defeat him in time, or will Nemesis succeed with his help? Review and find out!


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